Nightmares
by chickatita
Summary: Fear attacks you when you are at your weakest, in the darkest hours of the night. Pepper falls prey to such an attack and it's all Tony can do to save her life when the enemy comes from within. Oneshot. TonyXPepper. Review Please! Now new and revamped
1. Chapter 1

Disclaimer: I do not own Iron Man: Armored Adventures.

I only played with the characters a bit.

--

_Burning heat surrounded her._

_She feared she would fall into a pile of ash._

"_Hello Pepper…."_

Pepper Potts jerked awake suddenly gasping and panting as if she had just run a marathon. She placed a shaking hand on her brow to wipe away the cold sweat. She was still in her room, in her bed, and in her pajamas.

"A dream…" She panted. "It was…a dream…stop…stop thinking about it…" She said to herself in a harsh whisper.

She rolled over in bed and directed her tired gaze to her bedroom clock.

2:00 a.m.

Crap…

"Like I can fall asleep now…" She groaned and flopped back down on her bed.

--

Tony walked into class feeling mildly cheerful, he had worked on the suit's features and had new inventions to test after school. This was always fun, especially because Pepper usually bounced of walls begging him for a chance try them out. He would usually say no the first few times: it was so fun to tease her.

His cheerful buzz was severely killed when he realized he had indeed walked into class late for what seemed like the twentieth time this year, he got a detention.

He took his seat next to Pepper, sulking. After that got him nowhere, he turned to the red-head, fully intending to brag about his new scanning tech and voice control system. Though upon closer inspection he realized she was sleeping! He gently nudged her with his elbow to get her attention, but to his horror she didn't wake up or turn to him but began to tip over.

She would have fallen out of her seat entirely if it weren't for the fact that he had quickly grabbed her around the waist and pulled her towards him. Instead she fell into his chest with her right cheek pressed softly against his shoulder.

He felt her warm breath upon his neck, the corner of her mouth barely grazed his collar bone.

Was it getting hotter in here?

Pepper chose this moment to stir and looked up at him dazed and bleary-eyed. "T-Tony…?" She said in a sort of breathy voice that he assumed was a left-over from her nap.

"Wha-what are you doing?" She questioned in alarm, noticing the fact that she was wrapped in his arms. Her eyes were wide and her face was bright pink.

For whatever reason, he was very much dumbstruck.

"I…uh…um…" He managed clumsily. "Sl-sleep! You were asleep!" He finally announced loudly, forgetting where he was

"Mr. Stark and Ms. Potts, what exactly do you think you're doing?!" The teacher cried in horror as she witnessed he and Pepper's intertwined state.

Pepper separated from him faster than a magnet after it's been forced together with its polar.

"Sorry; I fell asleep. Tony was just trying to wake me up." Pepper announced bravely, her cheeks darkening with embarrassment as her fellow classmates snickered at her.

"You were sleeping in my class?! Pepper I'm disappointed in you! You are normally a better student than this! I'm going to have to give you detention." The teacher declared.

Pepper nodded and bowed her head, avoiding eye contact with him for the rest of the period.

He frowned at this and wondered why he was disappointed that she had pulled away from his hold.

--

Tony didn't get to talk to Pepper again until his free period.

He walked up to the roof with renewed excitement, desperately wanting to tell somebody about his new projects. Rhodey had fallen ill with a minor cold which the doctor suggested was stress related. Tony felt partially guilty for being one the major causes of Rhodey's stress; so he had decided not to bother him until Rhodey was healthy again.

This was harder than it sounded because, well, he just plain loved showing off.

And showing off for Pepper, who would properly appreciate his genius, was even more appealing to him.

He burst through the door with gusto, only to find…

…Pepper asleep on the roof.

"Seriously?!" He cried in exasperation. He stomped over to where Pepper lay, curled in a corner of the roof, and sat down next to her.

He wasn't mean enough to wake her up, when she clearly didn't get enough sleep last night. Why was she so tired, he couldn't help but wonder. She was normally so full of energy that she was bouncing off walls.

"Nnnn…" She jerked and groaned. Tony reached over and rubbed her back gently; he had no idea why, it just seemed right.

She settled into a peaceful slumber again. He snickered; he wasn't used to seeing her so…relaxed. He had to admit she looked cute; curled up in a little ball, sleeping the day away.

--

_Familiar cool._

_She is chilled in a good way._

_She hugs the cold metal tight, never wanting to let go._

_The red and gold was beautiful before her eyes._

_Behind her she felt the fire pricking at her back._

--

She jerked again more violently this time and her demeanor contorted into a grimace. "Nnn…nnn!" She groaned fitfully. He frowned and tried to rub her back again, this time she arched away from his touch as if he was hurting her. She was pale, white as a sheet, and she began shaking and turning her head fitfully from side to side.

He decided he didn't like this anymore and refused to sit by and do nothing. He shook her shoulder gently and called her name.

"Pepper…Pepper, come on wake up." He insisted.

She continued to twitch and moan and it began to frighten Tony. "Pepper! Wake up!" He called giving her a particularly rough shove.

--

_A cry._

_An explosion._

_No more cool, red metal._

_There is only the small sea of warm red liquid, she feels like she's drowning in it._

--

"N-NO!" She cried out and suddenly jerked upward, eyes wide, nearly smacking her head against his.

Tony fell backwards in surprise, and stared at her in bewilderment.

She looked around wild eyed for a second before her eyes settled upon him.

"Oh…hi…Tony." She acknowledged, her face turning a bright scarlet. "I guess I fell asleep."

"Yeah kinda…what were you dreaming about?" He couldn't help but notice how she suddenly went a shade paler.

"Nothing…I don't even remember my dream." She was quick to assure.

He was more than slightly hurt that she didn't trust him with the truth, but he didn't want to push her if she didn't want to tell him.

"Whatever…well guess what? I've been working on something new…you wanna check it out?" He asked with a sly smile, knowing that this would catch her interest, no matter what she was feeling at the moment.

As he predicted, her entire face lit up with excitement.

"Of course I do! Oh my gosh, what is it; a new weapon? I thought Rhodey told you to cut down on the weapons. Is it something else? Like some sort of shield? You totally need one of those. Heck we all need a few of those! Have you noticed how much crime there's been lately? It's like a curse! I bet it's because Team Iron Man has been stepping up its game so the bad guys are coming out to test their luck! Well when they meet us they won't even know what hit 'em!" She rambled in excitement.

"Okay Pepper, less words." He said with a laugh at her renewed energy, though when he looked closely he could see the slight bruising under her eyes which signified a lack of sleep. What on earth was keeping her up? What was she dreaming?

"So we're going right to the lab after school then? Or do I have to wait until Rhodey gets better?" She didn't look happy at the prospect.

"No we can go right to the lab…wait…crap! I have detention right after school…" He said looking downtrodden.

"Wah! I do too! I totally forgot!" She whined. "Why? I wanna see the suit now!"

He chuckled. "Don't worry, Team Iron Man can wait. We have detention to attend to." With almost perfect timing, the bell rang signifying the end of the period.

He slung his arm around Pepper's shoulders and pulled her along as he walked towards the stairs. "Don't want to be late for another nap, now do you?" He joked.

She glared at him. "Okay, laugh all you want, but know that next time you lose sleep over crime work that I will be there to wake you up."

He smirked in response. "I look forward to it."

He pulled her closer so they could both squeeze through the doorway leading down the stairs to the main school hallway.

He didn't notice the way Pepper turned as red as her hair or the way she snuggled closer to him, he was too busy wondering why she smelled so good.

--

Detention sucks.

Let no one tell you different.

You had to sit in an old fashioned desk and do nothing for an entire hour! You're not even allowed to read! How stupid is that? They are trying to torture kids with boredom…and the sad thing is that it's working!

Tony had sat through fifty minutes and was only now starting to go stir crazy. How could anyone just sit and do nothing!?

He looked over to Pepper and at this point in the day was unsurprised to find that she was asleep once again. Her head was laid down on the desk and her arms wrapped around, partially hiding her face. He rolled his eyes; she hadn't gotten the chance to sleep since their free period on the roof. He saw that she was beginning to nod off at the beginning of their detention hour so he assumed that she wasn't far from another nap and wasn't disappointed.

As he watched, he saw her relaxed, sleeping face quickly contort into a pained grimace. "N-no…please…" She mumbled. He saw her fingers twitching on the desk, moving as though grasping for something that wasn't there.

--

_Lights everywhere._

_It was blinding._

_Fire encased her slender neck, she was choking._

_The light was killing her._

_She tried to grab at it but only succeeded in burning her hands._

_She tried to call for someone, but no one could hear…. no one would listen._

--

He glanced around the room and made sure the teacher wasn't paying attention before reaching over and shaking her lightly.

"Pepper, wake up." He whispered quietly.

"…no…" She mumbled in her sleep. She began trembling like she had earlier and he shook her again.

She turned her head and he saw that tears were spilling from her eyes. "Please…!" She whimpered.

--

_She was blind and breathless as a newborn, but she still knew that he held more than her own life in his hands._

_He would show no mercy._

--

His eyes went wide as saucers.

Why was she crying?! His hand instinctually went to her cheek to wipe away the tears. "Pepper, come on."

Her head lifted from the desk and she leaned her cheek into the warmth of his hand as his thumb brushed away a tear. Her eyes fluttered open and she looked at him in a tired daze.

"Tony…?" She mumbled sleepily.

"Yeah, you okay? Bad dream?" Okay he took advantage of her sleepy state a bit, but if waking Pepper up from napping was going to become a regular occurrence, he sure as hell was going to find out what was making her cry.

"Yeah…" She said sleepily, while rubbing her eyes. "He…won't leave me alone…" She mumbled before she yawned.

"Who?" He questioned.

Pepper stayed silent for a moment, and then she looked around as if seeing the room for the first time.

"Who?" He tried again insistently.

"Uh…nothing. Don't worry about me; just a dream."

How could he not? This time he wasn't about to let it go.

"Just a dream? Pepper you were just crying! Obviously it's more than just a dream." He persisted.

She looked unsure whether or not to answer him. Before she could choose, however, a large hand clamped down on both of their shoulders.

"Having a nice little chat, are we?" they were interrupted by the deep rumbling voice of the detention attendant for the day, aka Sergeant McGuffey, the gym teacher.

Whoops.

--

He and Pepper burst through the doors sweating and gasping as though they had just battled the devil, which Tony would have preferred.

Instead they had to deal with the hellish forces of an angry P.E. teacher.

"My stomach hurts!" Pepper moaned. "I did so many sit-ups that I almost threw up! I bet he would have liked it if I did too." She cried clutching her abdomen.

"At least you didn't have to do chin-ups! I think my arms are gonna fall off! I can't even feel my shoulders!" He countered as his arms hung limply at his sides. "It hurts to move them!" he groaned.

The Sergeant had required that Tony do sixty chin-ups, on the wooden door frame of the detention room no less; and he would let them both go free without giving them detention for the next week. Pepper had to do sit-ups until Tony was finished, considering he had the more physically demanding of the work outs.

They both managed to stumble their way home to Tony and Rhodey's before collapsing on the cold metal floor of the lab.

"Uhhhnn…I think I'd rather fight the Crimson Dynamo again…" Tony groaned.

Pepper lay down in the control chair that Rhodey usually occupied. "I'm tiiiired."She whined while curling up and closing her eyes. "Show me your new stuff another day." She said before yawning.

"Man I don't think I can even move my arms if I wanted to show you." He lifted his shirt off and plugged his chest device in its battery. "All that work nearly wore my monitor down after only one day! Normally I can go three days without charging it. That nut job really was trying to kill me!"

There was no response from Pepper, he looked over and was unsurprised to find her fast asleep once again.

He suddenly got an idea and stalked over to where the monitoring system lay in a corner. They were the original life support systems for the suit that he had gutted and updated, they still worked fine; he had just made the new version more efficient. He began wiring them up to the new scanning system on the gloves of his suit.

After ten minutes of work or so they were ready to test. He pointed the glove at the pigeons hiding in the rafters of the ware house first. When it didn't shoot lasers or anything and the pigeons were perfectly fine, he pointed it at himself, the scanner passed over him without further mishap. He turned around and read his vital signs that appeared on the screen of the monitor.

He smirked, it worked perfectly, and his genius was once again reaffirmed.

He passed it over Pepper and looked at her vital signs. By the looks of her brain activity and heart rate she was indeed dreaming, but it was only light stuff; nothing compared to the fitful dreaming he had seen earlier. So he sat and waited patiently, watching her all the way.

He once again couldn't help but notice how adorable she looked curled up on his control chair. He almost had to fight the urge to slip in the chair with her…

His eyes widened and he turned pink. Where the hell had that come from? What was he thinking? This was Pepper here, she wasn't just some chick.

…but that's kinda what he liked about her.

Before he could think anymore on that subject, there was a loud beep from the scanner. He turned his attention to that was surprised to find that her heart rate had spiked almost ten-fold and her breathing rate increased. Her brain activity was also increased drastically…he was no doctor…but something looked a little bit off about her brain waves. He looked back at Pepper and saw that same pained grimace on her face as she twitched and jerked about.

--

_A crushing force was upon her, forcing air and a cry out of her lungs._

_Molten red liquid ran slowly down sharp claws to drip onto her cheek._

_She struggled helplessly as he leaned down close to her face, hissing horrible and obscene things in her ear._

_She tried desperately to close her eyes, to be somewhere else, to be someone else._

_She tried to surround herself with the familiar cool, and the familiar warmth beneath it that only she knew about._

'_That doesn't work here, darling' He hissed._

--

"Nnn…help…" She whimpered. He leaned closer, trying to decipher some of her groaned and mumbled words.

She jerked and twisted suddenly and rolled off the side of the chair, and on top on him. He yelped and caught her so she didn't hit her head, but he was less fortunate.

He let loose a string of obscenities that would rival the most weathered sailor and groaned. "Shit, that hurt."

He looked at Pepper who now lay across his bare chest as her eyes fluttered open.

--

She awoke to the sound of Tony yelling inappropriate words and a feeling of warmth surrounding her. Pepper opened her eyes to see Tony staring back at her, a dry look on his face.

"I feel like I've been waking up to your face a lot lately." She observed mildly.

"That's because it's the _fourth time today_, Pepper!" He glared. "And the second time you've fallen on me."

Her eyes widened at this and she looked around; she was indeed lying on him and as if that wasn't embarrassing enough, he wasn't wearing a shirt. Their legs were tangled and his arms were swathed carelessly around her waist.

She tried to think clearly, really she did, but how could she possibly think when there were only three layers of clothing separating his skin from hers; her dress, her under shirt, and her bra. She blushed bright red as she became hyper aware of the feel of his body against hers.

She squirmed in Tony's hold, trying to free herself before he noticed her reaction to him. She thought she was free for a moment before he suddenly grabbed her hands, pinned them to her sides, and tightened his grip around her waist trapping her against him. She yelped and tried to kick herself free

"Oh no you don't." He announced.

Suddenly the world span and Tony was on top of her, using his size to his advantage and pinning her down. He straddled her and used his own legs to hold hers down and with his hands, he pinned her wrists above her head. She yelled and bucked and twisted, desperately trying to free herself, but it was no use.

Pepper felt dizzy. What was he going to do with her? She was powerless in this situation.

"I'm not letting you go until you tell me what you're dreaming about and why you haven't been sleeping." He said seriously.

Oh.

She blushed, that's what she gets for thinking dirty things.

"I don't remember." She lied; she couldn't tell him the truth.

"Bullshit and I'm not moving until you do remember." He said with finality.

They sat in awkward silence for a moment.

"Okay, I dreamed that I was being chased…by Happy." She lied again, making sure to avoid his eye contact.

"Happy…Happy Hogan?" He said skeptically.

"Yeah…you know how annoying he can be? It's pretty bad you know." She insisted.

"Then why were you crying?" He asked softly.

That stumped her. "Uhh…"

"Pepper come on! I'm worried about you! How can I help if you won't tell me what's wrong?" She heard the hurt in his voice and looked up at him in surprise. He looked genuinely concerned and she felt bad about lying now.

"I'm embarrassed about it…" Pepper mumbled looking away.

Tony said nothing but gave her an encouraging look, releasing his grip on her wrists. Once she was free, she quickly wrapped her arms around herself in a self-conscious gesture.

"I'm…not as brave as you…"

--


	2. Chapter 2

Disclaimer: I do not own Iron Man: Armored Adventures.

I only played with the characters a bit.

--

"You're wrong about that, but I promise not to laugh, if it makes you feel any better." He gently prompted.

"Okay…well …when you first fought Whiplash…I thought that he was gone for good afterwards…" His eyes widened, of course it was Whiplash.

--

_The boiling heat was pressed against her again._

_A whip sparking with electricity._

_He flung and snapped it._

_It cracked through the air, catching onto the cool metal._

_Its only mission to turn the warmth inside the armor as cool and dead as the metal itself._

--

She continued shakily. "But when he came back…it scared me…and…I can't forget it." He attacked her and nearly killed her dad; no one could get over that so easily.

"Pepper he's gone; you don't have to worry about him anymore." He said consolingly. He pulled her upward into a sitting position and placed his hands on her shoulders. He silently marveled at how small she suddenly seemed. He was able to pin her down easily, she hadn't weighted much when she fell on him, and her waist had seemed so small when he held her.

Normally she seemed so strong and ready for danger, and he had taken it for granted that she was always like that.

"…I didn't tell you something..." she whimpered, wincing as if she expected him to yell at her.

"What?" he grew serious.

"I got a message…after you fought him, when the suit took over…" She reached her shaking hand over for her purse which sat a few feet away. He helped her grab it and handed it to her. She opened the small bag and removed her cell phone she flipped it open and pushed a few buttons before handing it to him.

He took it with a sense of dread and put his ear to the receiver.

"_Hello Pepper…"_ He recognized the cold, almost reptilian voice that echoed out the phone immediately as Whiplash's.

"_I missed seeing you last time I was in town. I did run into your friend Iron man, but I'm sure you are aware of that…"_ Rage built in his chest. How_ dare_ that asshole call Pepper, when he clearly just wanted to pick a fight with him.

"_I assure you that next time I'm around, I'll stop by and we can relive old times. I missed seeing you cower. See you later…I promise." _The voice ended in a sickly sweet hiss, like a cobra luring its prey, before the message cut off and was replaced by the voice of the message robot.

"_If you would like to return the call, press six." _Tony slammed the phone shut let out an inhuman growl.

"That…that…! I'll kill him! If I ever see his face again I'll—!"

He caught sight of Pepper in the corner of his eye and took a deep breath to calm himself.

"You should have told me." He said shakily.

"Sorry…I didn't want to worry you…" She kept her head down and refused to meet his gaze. That set him off. He was quickly boiling over with rage and he rounded on Pepper before he could stop himself.

"Worry me? It worries me more that you didn't tell me!" He was insulted, trying and failing to keep himself calm. "What if he had come back, huh?! What if he hurt you?! Then neither Rhodey nor I would know who had you, where you were, or even what to do! You'd be dead all because you didn't want to worry me!" He roared.

"I was scared…I didn't know what to do…I thought if I told you…that he'd know somehow and he'd come sooner." She whimpered.

"Well if you told me, then we would have been prepared for it!!" He snarled.

He saw the slight quake in her shoulders and the way she hugged herself and he deflated quickly. All of his fiery rage quickly cooled and melted away into icy guilt. He reached out to her and pulled her smaller frame to him.

"I'm sorry I got mad, okay? I'm just worried about you; you and Rhodey are all I have, you know?" He said with a lopsided grin, trying to appeal to her with his eyes.

"It's okay, I know I should have, it's just…these dreams seem so real. I have to watch everyone I love be attacked…" She looked up at him with haunted eyes. "I can't sleep…when I do…it's like he's waiting right there for me."

He didn't know what to do, he was helpless. He couldn't save her from herself.

He held her tighter.

Tony soon lost himself in her scent and the thought of plotting his revenge against Whiplash when Pepper suddenly slumped, boneless against him.

She fell asleep again?! He thought in outrage.

Short labored pants erupted from her chest, signaling that she wasn't just falling asleep.

"Pepper?"

She didn't answer, though her eyes were still open. She stared blankly ahead, before her amber eyes rolled backward into her skull and her head lolled back at an unhealthy angle.

"Pepper?! Dammit!" He didn't like the sound of her breathing, so he quickly picked her up and laid her atop the counter of his computer. He snatched up the scanner from where it lay, forgotten on the ground. He held it over her and anxiously awaited the results to show on the screen. The same strange pattern appeared on the monitor and he quickly directed his computer to analyze it.

"_Non-organic waves effecting neural patterns." _The computer announced in a monotone.

Non organic? That meant that someone was basically transmitting messages into her brain. The controller helmet that he had unintentionally helped A.I.M. make had used a similar idea.

"Computer, trace the signal." There were a few uneasy moments of beeping and loading before it answered.

"_Unable to track signal back to source, firewall in place."_

He swore again before charging to the computer and he began running diagnostics on the signal and the firewall. As much as he was loath to admit it, he couldn't break through the wall; there wasn't a single crack in it. So he concentrated on blocking the signal for now.

While he was doing this he kept a constant watch over her readings on the scanner, they were starting to get worse. Her heartbeat was erratic and she was having trouble breathing. He thought about taking her to the hospital, but realized that doctors wouldn't be able to help if her brain was being messed with.

The readings continued their steady slope downward and Tony began to panic.

So without a second thought he raced out of the lab and ran back to his home to wake Rhodey.

--

Rhodey had not been happy to be awoken from a peaceful slumber, especially when he was sick.

Especially when he was sick because of stress.

And _especially_ when it was the main source of his stress waking him up.

"Rhodey I need your help, something is wrong with Pepper!" Tony gasped bursting through the door to Rhodey's bedroom. His best friend certainly looked a sight, his shirt was off, he was sweating like a pig, and he had a wild look in his eyes.

Better than himself who had just lain around in his boxers all day, fully taking advantage of his sick day.

He rolled over, unconcerned.

"You're a genius, fix it yourself."

"You don't understand; if we don't do something soon, she's going to die."

This made him sit up. "Why don't you just take her to the hospital?" He demanded. "I'm no doctor; I don't know how to help." As he said this he was already getting out of bed and throwing on clothes over his boxers.

"I can't. They won't be able to help. Best as I can figure, this is some sort of mind control thing." They ran out of his room and out of their house back towards the lab.

"Like what happened with A.I.M.?" Rhodey wheezed; he was still getting over his own sickness.

"Yeah; but this is nothing like what they had. It can't control her consciously…just…" A sudden thought came to Tony.

"Just unconsciously." He said as he dove for his computer and began typing frantically on the keyboard.

Rhodey's eyes widened as he saw Pepper sprawled out on the counter. She was pale as death and her eyes had dark bruises over hollowed cheeks.

"Jesus, she looks worse than I do." He went to her side and looked at the scanner that Tony had set up to monitor her constantly. "Tony…we really have to do something. If her heart rate gets any slower…I think she might suffer brain damage from the lack of oxygen from her blood."

Tony glanced around the lab hurriedly, looking for inspiration. He saw the Iron man space suit.

He quickly disconnected the oxygen tank from that and handed it to Rhodey who pressed the mouth piece to Pepper's open mouth. They both watched the monitor anxiously for any improvement. The numbers began to stabilize but didn't improve.

"At least they stopped going down." Rhodey said, breathing a sigh of relief. "It might be better if we had one of those pumps so we could control it."

"Like an artificial breather?" Tony offered distracted by typing on the computer.

"Yeah; you have one of those lying around?" Rhodey tried to question jokingly.

The young genius turned fully away from the computer. "I guess I cold make one…but I need someone to man this. I think I know who's causing this; it's Mr. Fix and Whiplash. I think I can alter the signal so it won't be hurting her anymore."

"Can't you just turn it off?" Rhodey asked, eyeing the screen as they switched places. "How do you know it's them anyways; they haven't bothered us for awhile."

"Yeah, well, they've been bothering Pepper. She didn't tell me until just now…In fact I'm worried that that's why this is happening. She passed out right after telling me; what if I triggered it somehow?" Tony asked looked at his best friend with a tortured expression.

Rhodey didn't know how to answer, maybe it was, and maybe it wasn't. In the end it didn't matter. They may not have realized what they were getting into when they started 'Team Iron Man', but they knew the dangers and this was one of them.

There was a semi calm moment of silence, where Rhodey worked on the computer under Tony's instructions and the genius monitored Pepper. He worked on building a breathing pump out of an old rubber tube her found around the lab in the meantime.

Quite suddenly, Pepper's heart rate plummeted drastically and all sorts of alarms began going off.

"What?!" The boys demanded in unison.

"The fucking signal is getting stronger! How!? There is no transmitter near by! How could it possibly be affecting her?!" Tony was panicking now, his eyes twitched around the room restlessly, looking for answers that couldn't be found. Rhodey could see the wheels turning in his head; see the math and statistic running through his mind, constantly looking for a solution.

He envied him for that ability because at that moment he could only think one thing.

Pepper was dying. And they could only sit and watch helplessly.

Tony cried out wildly as his eyes locked onto Pepper's purse which sat on the floor by the control chair. He pointed to it and called out to him.

"Grab her cell phone out of there and hook it up to the computer and then enter my pass code for virus I created! Hopefully then it will transfer over to Fix and wipe his systems, but it will clear her phone regardless."

Rhodey could think only enough do what he was told. So he raced over and snatched up her phone and plugged it in. There was one too many anxious moments of sitting and waiting and soon Rhodey started to lose his cool and unravel at the seams.

"It's taking too long! She's going to die; we can't do this! We're not doctors, dammit!" Rhodey yelled slamming his fists against the counter, trying to get it to connect and load.

Without another word, Tony climbed up on the counter, straddled Pepper and smashed her mouth with his own.

Rhodey was more than surprised by his friend's sudden and inappropriate affection. He turned away from the monitor, forgetting the computer entirely. He was about to yell at the young man and shove him away until he saw him release Pepper's lips.

That genius, and he didn't mind calling him a genius at the moment, then placed his hands together in a fist over her chest and began pressing into her with his shoulders in short quick thrusts, counting as he did so.

CPR, why didn't he think of that?

--

She awoke feeling rested.

She opened her eyes to find herself in an unfamiliar room. Well, not unfamiliar exactly, just unexpected.

She was in the Rhodes family living room, lying on the couch. It seemed liked it was the middle of the night from the lack out sunlight coming from the windows and the fact that all the lights were off.

She was a bit disoriented here. The last thing she remembered was telling Tony about the phone message she had kept hidden from him and the dreams she had been having. Then he was hugging her…and she smelled his smooth metallic sent and felt his warmth seeping through the three layers of clothing separating them and she got the lightheaded feeling that she always seemed to get around him. For the first time in a week she felt so safe…so tired… and then the lightheadedness took over.

Well that was it then. She must have fallen asleep again. She was thankful that she hadn't had any nightmares.

She tried to sit up and look around but was suddenly rendered breathless by the pain that exploded into her chest.

"Ouchy…" She whimpered after a few minutes of pained gasping.

A small light suddenly switched on somewhere in the room and was pointed at her, instantly blinding her.

"Pepper honey? Are you awake?" A strong feminine voice whispered gently into the night and broke the thick silence surrounding the air.

Then a tall African American woman leaned over her and squinted through the darkness with her large, dark eyes. She was dressed in a fluffy green bathrobe, her hair pulled back into a pony tail. Compared to the prim and professional lawyer look that she usually maintained, this was a strange change and Pepper almost didn't recognize her.

"Yeah." she managed to wheeze. The pain now lessened to dull ache.

"Can you move?" She asked, moving the flashlight mercifully out of her direct vision.

Once the spots disappeared from her vision, she tried to sit up once again, this time more tentatively, and found that she could indeed move.

"Yeah, but it hurts really badly. What happened?" She asked a little louder than she meant to.

Mrs. Rhodes quickly shushed her with a finger to her lips and pointed to the ground next to the couch.

She squinted into the dark. As her eyes came into focus she saw Tony curled on the ground next to her. He had a pillow beneath his head and a blanket twisted haphazardly around his legs, but otherwise he was as she had remembered him earlier; messy hair, metallic smell, and dressed only in his pants.

"It took me a while to convince him to go to sleep; I don't want to wake him up now." His adoptive mother smiled fondly at the boy before offering Pepper a hand, which she took graciously.

She was careful to step over him, unconsciously memorizing the contours of his body as she did so.

She followed Mrs. Rhodes into the kitchen were she turned on the light and shut the door so as not to disturb Tony. Once in the light Pepper looked around and was surprised to find that she was no longer in her own clothes, but an old pair of sweatpants and a T-shirt with a basket ball team name one it.

"Where are my clothes?" And how did they get off of me, was what she really wanted to ask.

"Oh, I hope you don't mind. We thought you would be more comfortable in clean clothes. So the boys gave me some of their hand-me-downs and I dressed you for bed. I didn't mess with your underclothes though; I didn't want to be too invasive." He heart was warmed by their kindness and she smiled gratefully up at the older woman.

"So…if you don't mind me asking…what happened?" She started shyly.

"Boy am I glad you're awake!" Mrs. Rhodes exploded randomly. "Tony has been a total mope ever since we got back from the hospital."

"Hospital?" She asked in alarm.

"Yeah, of course! You passed out and stopped breathing on poor Tony: scared the begeezus out of him. He performed CPR and then Rhodey called me and I called an ambulance. But that was unnecessary really; you were fine once Tony got you breathing again."

"I…stopped breathing?" Pepper was bewildered. She felt fine, aside from her throbbing chest.

"Yeah! The doctors couldn't figure it out either; it was like your brain just suddenly forgot to remind you to breathe."

Strangely she wasn't feeling any better hearing this. She took deep gasping breaths now, gulping up all the air she could.

"But they took a few scans and you are totally fine now; except for a cracked rib." She finished assuredly at seeing Pepper hyperventilating.

"How did I crack a rib?" She demanded while lifting her shirt to peer warily at her bruised and blackened stomach.

"When CPR is done properly it's supposed to crack a rib or two, you're lucky Tony didn't break any by accident. You wouldn't be moving right now, that's for sure." Mrs. Rhodes said this with as much interest as if she were watching paint dry.

"T-Tony gave me CPR!?" And like the child that doesn't realize they're hurt until they see blood, she suddenly felt fading soreness around her mouth with startling clarity and the devastating ache of her ribs became a tickle.

She sat gaping, her mouth opening and closing like a fish, towards the door from whence she came as Mrs. Rhodes got to her feet and began preparing a pot of hot chocolate for both of them.

"Yeah, he was worried about you. James and Tony both were; heck when James ran in the house yelling that you weren't breathing, I nearly had a heart attack! You're like a daughter to me, I don't know what I would have done if you had gotten seriously hurt right in my backyard." She stood completely still as she said this, never once turning to Pepper. The water that she was filling the pot with ran over the sides and spilled over her trembling hands.

Pepper's hear t warmed despite herself. "You're like family to me too! Thank you for worrying about me." She struggled to her feet and wrapped her arms around the young mother's waist, burying her face into the soft surface of her bathrobe. Pepper heard the coffee pot clank noisily against the bottom of the sink before strong arms were wrapped around her.

A yelp from the living room startled them both out of their warm moment before the door banged open, rattling the whole house.

Tony stood in the doorway, looking frazzled.

The two women broke apart at this abrupt entrance. There was silence for a moment, before Tony broke it. "How'reyerribs?" He demanded in rush.

"My what?" She was suddenly a deer in headlights; she wasn't sure how to feel about the fact that this man, only hours before, had saved her life. Not to mention the fact that he had kissed her! Okay so it was CPR, but still, there was mouth to mouth contact!

"Your ribs, are you okay?" He elaborated before crossing the room in three long strides to peer down at her with analytic eyes.

"Fine; I mean I'm sort of sore, I guess, but doesn't that come with broken ribs? Well not broken but cracked." She rambled nervously, able to think of nothing but his lips. She missed the details since she was unconscious. Were they soft? Chapped? Did they taste like anything? She had to resist the urge to touch her own swollen lips.

"Tony, Pepper is fine, now go back to bed! You still have to go to school tomorrow. I wouldn't care if you saved a _room full_ of people; you are not missing anymore school mister." Mrs. Rhodes said sternly.

"Okay, in a minute." He answered without hesitation, though he made no move to leave.

Mrs. Rhodes rolled her eyes before strolling towards the door herself. "Fine. Stay up as long as you want, but I am not going to call you in for tomorrow if you're too tired to get out of bed." The door clicked shut behind her, and Tony's inhibitions left with her.

Before Pepper could blink his arms were wrapped around her tightly.

"Never do that to me again." He whispered huskily in her ear. She blushed as chill rushed up her spine. Tony assumed it was because she was cold so he pulled her even closer, which she hadn't thought possible, and tucked her head under his chin. The only thing separating them was two layers; her borrowed shirt and her underwear.

"I don't even know what happened. Mrs. Rhodes was just telling me I went to the hospital." She mumbled into his chest. She was completely and totally embarrassed, but enjoying herself as she returned his hug with a quiet smile.

"That asshole Fix was using your cell phone as a transfer hub to use wave technology to affect your brain." He snarled, gritting his teeth in anger. "He's too much of a weak dumbass to control you when you were fully conscious so he had Whiplash send you that message to freak you out. That way you would be too tired and weak to fight him off. It was a coward's plan that backfired on him." He pulled away long enough to flash his favorite cocky smirk.

"I was able to send that fucker one hell of a virus. This one can be deactivated only by me, unlike the Technovore one, so I don't have to worry about it coming back to me. Next time I see him though…I'll kill him."

She was more than slightly overwhelmed. "So how did I end up in the hospital again?"

"Prolonged exposure to those waves messed with your brain chemistry. Your body was trying to defend itself and kinda…turned off, if you will." He struggled with his words, trying his best to explain it in terms she could understand. "And when it did, you stopped breathing. So I had to give you CPR, then we called an ambulance…I'm sorry about breaking your ribs. I feel bad, the doctor said that the only thing we could do is supply you with a lot of aspirin."

At the mention of Tony's heroic deed, the red across her face was renewed.

Pepper scoffed. "So basically you saved the day once again and I was stuck being the damsel in distress? I hate that game."

"Look at it this way; you look much better in the dress than me or Rhodey." He snickered.

She twisted around and punched him playfully, then winced as her ribs protested her movement.

Tony noticed this and dragged her out of the kitchen and back into the darkened living room. "Come on; you need your rest and I guess I have to go to school tomorrow."

"But I'm not tired!" She protested. How could she be, she found out she had been sleeping the past seven hours.

"Humor me." He smirked and carefully helped her lie back down on the couch. He then proceeded to carefully tuck her in with the blanket he had been using earlier.

"Quit babying me!" She demanded angrily, stubbornly knocking the blanket away.

"Then quit acting like a baby and take the blanket."

She stuck out her tongue at him but did as she was told and found herself getting sleepy once again. The blanket was covered in his metallic, distinctly male scent. She snuggled into the couch buried her face in its softness. This time, she knew that she wouldn't have any bad dreams.

Tony lay down on the ground next to her, getting comfortable. She looked down at him with a sleepy smile. "Good night big strong hero."

"You forgot handsome and smart." He teased.

"Love you." She stiffened, it had slipped out.

"You too."He answered back just as readily.

Pepper let out a sigh of relief. He didn't get it; she wasn't sure weather to be happy or exasperated about this. But for now it was enough.

She happily surrendered herself to a deep and dreamless sleep.

--

Tony watched with hungry eyes as Pepper drifted off to sleep, a lazy smile spread across her face.

When he was sure she was lost to the conscious world he propped himself up on his elbows and leaned close to her face. Her breath fanned lightly over his face and he relaxed a little.

He had to make sure that she was still breathing. It was his new favorite pastime. He had done it in the ambulance ride to the hospital, he had done in her hospital room, he had done it on the ride home, and he had done it as he watched her sleep on the couch earlier.

He was also enjoying the smell of her breath. He had tried to downplay the CPR thing and she hadn't brought it up so he was able to maintain some of his dignity.

He licked his lips before closing the distance between them and tasting her mouth again.

Of course Tony hadn't minded the minty taste her mouth had earlier, but it pleased him to find that she still tasted like himself. He recalled earlier when it was all he could do to concentrate on saving her life. Her smelled had filled his head and that familiar hunger had burst to life within him. The renewed signs of vitality to her, her warmth, her breath, thrilled him and filled him with all the more eagerness.

He pulled away with another lick of his lips, savoring the unique blend of flavors

"Love you too." He whispered though he knew she couldn't hear him.

He began to drift off to sleep, his exhaustion winning over his body. Just before he was totally gone, he wondered vaguely if he could convince Pepper to practice CPR with him after this.

--

A/n: Okay so this is the edited version. I put up the crappy one by accident. I didn't see the need to change it until I posted again so I decided to wait. I would appreciate reviews and comments. Which version you like better, maybe?

Ha-ha! Take that writer's block! I knew all I needed was a vacation from the norm. So yeah, fluffy romantical one shot. I heart TonyXPepper stuff so I thought I'd contribute to the culture. And if the director ever thinks about putting Whitney and Tony together; he will receive a very strong letter from me and an army of angry fans knocking at his door, that much is certain.

So review and tell me what you think. Tell me about grammar mistakes especially—I hate those. I might post a few more one-shots, but only if they are wanted. I will not be unwanted. So review and tell me what the people want!

Ciao for now!


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